UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: November 21, 2007
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
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1-15401
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No.
43-1863181
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(State
or
Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(314)
985-2000
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
5.02.
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) On
November 21, 2007, the members of the Nominating and Executive Compensation
Committee (the “Committee”) of the Board of Directors of the Company gave
written consent to the adjustment of goals under the Company’s 2008 Annual and
Two-Year Bonus Program and Performance Restricted Stock Equivalent Award
Agreements granted October 10, 2007, applicable to the Company’s Executive
Officers and other key executives.
The
Committee
determined that goals under the Program and Agreements, which are based upon
GAAP earnings per share (“EPS”) for fiscal 2007, were required to be adjusted to
reflect the non-cash accounting impact of a portion of one-time deferred income
tax benefits recognized by the Company’s German subsidiaries in that year. In
its fiscal 2007 reported earnings, the Company recorded a $9.7 million, or
$0.16
per diluted share, income tax benefit which resulted from deferred tax balances
being adjusted to reflect lower German tax rates in 2008 and beyond. Of this
amount, $7.4 million, or $0.12 per diluted share, associated with
indefinite-lived intangible assets, was determined by the Committee to be
deferred tax benefits with no economic substance within the foreseeable future.
As a result, solely for purposes of the above incentive programs, the final
GAAP
EPS for fiscal 2007 of $5.51, used as the base for calculation of goals under
those incentive programs, was reduced by $0.12 to $5.39. The adjusted figure
of
$5.39 will be the threshold EPS goal for the 2008 Annual and Two-Year Bonus
Program, $5.93 (10% above that threshold) will be the 10% EPS goal, and $6.47
(20% above that threshold) will be the stretch EPS goal. The adjusted figure
of
$5.39 will also be the base for determining compound growth percentages under
the three-year Performance Restricted Stock Equivalent Award Agreements granted
October 10, 2007.
The
above goals
could be subject to further adjustment, in accordance with the terms of the
Bonus Program and Award Agreements, in the event that any of the following
occur
during a measurement period:
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·
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extraordinary
dividends, stock splits or stock
dividends;
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·
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recapitalizations
or reorganizations of the Company, including spin-offs or
liquidations;
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·
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any
merger or
consolidation of the Company with another
corporation;
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·
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unusual
or
non-recurring non-cash accounting impacts or changes in accounting
standards or treatment;
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·
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unusual
or
non-recurring non-cash accounting treatments related to an acquisition
by
the Company completed during the fiscal
year.
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Awards
under the
2008 Annual and Two-Year Bonus Program are pursuant to the Company’s Executive
Officer Bonus Plan, approved by shareholders in January of 2006, and the
Performance Restricted Stock Equivalent Award Agreements are pursuant to the
Company’s 2000 Incentive Stock Plan, approved by shareholders in January of
2001, and both are intended to qualify as performance-based awards for purposes
of Section 162(m) of the Internal Revenue Code. The goals described above were
established by the Committee within 90 days of the beginning of the measurement
periods for the 2008 Annual and Two-Year Bonus Program and the Performance
Restricted Stock Equivalent Award Agreements, and were adjusted within that
period in accordance with the terms of both Plans.
SIGNATURES:
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
November 27,
2007